UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 20, 2020
Shell Midstream Partners, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36710 | 46-5223743 | ||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
150 N. Dairy Ashford, Houston, Texas 77079
(Address of principal executive offices and zip code)
(832) 337-2034
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Form 8-K/A is being filed to correct a typographical error in the date header of the Pipeline and Terminal Volumes and Revenue per Barrel table within Exhibit 99.1 to the Form 8-K furnished earlier today. The date header within the table was incorrectly shown as September 30, 2018 rather than the correct date of September 30, 2019. Other than the correction to that date, the Form 8-K is unchanged.
| Item 2.02 | Results of Operations and Financial Condition. | ||||
On February 20, 2020, Shell Midstream Partners, L.P. (the “Partnership”) issued a press release announcing fourth quarter 2019 earnings (the “Original Current Report”). The press release was furnished as Exhibit 99.1 to the Original Current Report.
The information provided in this Item 2.02 (including the press release furnished in the Original Current Report as Exhibit 99.1) shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act of 1933, as amended, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
| Item 7.01 | Regulation FD Disclosure. | ||||
The information provided in this Item 7.01 (including the press release furnished in the Original Current Report as Exhibit 99.1) shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | ||||
The press release was furnished in the Original Current Report as Exhibit 99.1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHELL MIDSTREAM PARTNERS, L.P. | ||||||||
| By: | Shell Midstream Partners GP LLC, | |||||||
| its general partner | ||||||||
| By: | /s/ Lori M. Muratta | |||||||
| Lori M. Muratta | ||||||||
| Vice President, General Counsel and Secretary | ||||||||
Date: February 20, 2020